S-1 Filing with S.E.C. - Foresightworld.net

vetinnocentSoftware and s/w Development

Nov 7, 2013 (3 years and 11 months ago)

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DISCLAIMER


The contents of this document contain privileged and confidential information
from
FORESIGHT

Corporation.

This information is only for the viewing of the
intended recipient. As the recipient or viewer, you are not authorized to make any
copies or distribute this document. All material content is for informational
purposes only;
this is a draft
. If you are not

the intended recipient, you are hereby
notified that any disclosure, copying, distribution, use of, or the taking of any
action in reliance upon, the information contained in this document is strictly
prohibited and that this document must be

immediately
returned to
FORESIGHT

Corporation,
or destroyed, and in either case, this document must be immediately
deleted from your computer without making any copies thereof. If you have
received this document in erro
r, please notify
FORESIGHT

Corporation
.



The inf
ormation in this prospectus is not complete and may be changed. Neither
we nor the selling stockholders may sell these securities until the registration
statement is filed with the Securities and Exchange Commission is effective.


























UNITED STATES SECURITIES AND EXCHANGE COMMISSION

OMB APPROVAL

Washington, D.C. 20549
OMB
Number: 3
235
-
0065 Expires:
September

15
th

2013

FORM S
-
1



REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FORESIGHT

CORPORATION

_________________________________________






7389 SIC



27
-
001799 TIN


(State or other jurisdiction


(Primary Standard Industrial


(I.R.S Employer.



of incorporation or organization)



Classification Code Number)


Identification No.)

_______________________________________________________________


FORESIGHT

CORPORATION

Suite 263

242 S. Washington Blvd

Sarasota, Florida 34236








__________________________
______________
________________


William

“Bill”

Dalton

Chairman and Chief Executive Officer




Copies to

K***
******

Attorneys at Law

***

Park Avenue

New York, NY. 10022


Approximate date of commencement of proposed sale to the public:

As soon

as
practicable

after this registration statement becomes
effective
.




If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933 check the following box:



If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective
registration stateme
nt for the same offering.


X
x
x
x
X

If this Form is a post
-
effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement

for the same offering.



If this Form is a post
-
effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement

for the same offering.


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non
-
accelerated filer,
or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “
smaller
reporting company” in Rule 12b2 of the Exchange Act.




The registrant hereby amends this registration statement on such date or dates as may be necessary to delay

its

effective date until the registrant shall file a further amendment which specifically states that this

registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act

of 1933, as amended, or until the registr
ation statement shall become effective on such date as the United

States Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.



The Company operates under the name
Foresight
, which is a registered
trademark under

the laws of the United States Paten
t

and Trademark Office
.





IC 036. US 100 101 102. G & S: Financial services, namely, debit card services, pre
-
paid card
services offered through cards with stored value, namely stored value cards, electronic credit car
d
and debit transactions, cash disbursement, cash replacement rendered by debit cards, electronic
cash transactions, check verification, check cashing, deposit access and automated teller machine
services, point of sale and point of transaction services, n
amely, electronic cash transactions,
transaction authorization and settlement services, namely, viatical settlement services, electronic
payment processing services, namely transmission of bill payment data, debit card verification,
payment transaction aut
hentication and verification services, facilitating person
-
to
-
person payment
services, namely, bill payment services, through electronic means via a global computer network,
value exchange services, namely, secure electronic cash transactions and electroni
c cash
transmissions, over public computer networks to facilitate electronic commerce, electronic funds
transfer, stored value smart card services and electronic card services, namely, currency exchange
in a secure environment over global electronic commun
ications networks, providing financial
information, namely, debit card data and reports, electronic funds transfer services, and advisory
services regarding all of the foregoing services.











Calculation of
Registration Fee
Title of
Each Class of Securities to be
Registered


Common


Amount to be
Registered



15
,000,000

Proposed Maximum
Offering Price Per Unit




$5
.00 (US)

Proposed Maximum
Aggregate Offering Price




75
,000,000.00

Amount of
Registration
Fee



$2,139
.00

The information in this prospectus is not complete and

may be changed
. These securities may not
be sold until the registration statement filed with the Securities and Exchange Commission is
effective. This
preliminary

prospectus is not an offer to sell nor does it seek an offer to buy these
securities in any

jurisdiction where the offer or sale is not permitted.


SUBJE
CT TO

COMPLETION DATE, September

15, 2013







FORESIGHT

CORPORATION



15,000,000 Shares




Common Stock





FORWARD
-
LOOKING STATEMENTS


Some
of the statements under the captions “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” and “Business” and elsewhere in this prospectus
constitute forward
-
looking statements. You c
an identify these statements from our use of the words “may,”
“should,” “could,” “potential,” “continue,” “plan,” “forecast,” “estimate,” “project,” “believe,” “intend,”
“anticipate,” “expect,” “target,” “is likely,” and similar expressions. These forward
looking statements may
include, among other things:



Statements and assumptions relating to projected growth, earnings, earnings per share and other

financial


performance measures, as well as management’s short
-
term and long
-
term
performance

goals



Statements relating to the anticipated effects on results of operations or financial condition from

recent and expected developments or events



Statements relating to our business and growth strategies



Any other statements,
projections or assumptions that are not historical facts


We believe that our expectations are based on reasonable assumptions. However, these forward
-
looking

statements
involve known and unknown risks, uncertainties, and other important factors that could

cause

our actual results,
performance, or achievements, or industry results, to differ materially from our

expectations of future results,
performance, or achievements expressed or implied by these forward
-
looking

statements. In addition, our past
results

of operations do not necessarily indicate our future results. We

discuss these and other uncertainties in the
“Risk Factors” section of this prospectus.


You should not place undue reliance on any forward
-
looking statements. These statements speak only as

of

the date
of this prospectus. Except as otherwise required by federal securities laws, we undertake no

obligation to publicly
update or revise, after the date of this prospectus, any forward
-
looking statements or

the risk factors described in this
prosp
ectus, whether as a result of new information, future events, changed

circumstances, or any other reason.


Business

and History of Business


FORESIGHT

Corporation (
“the Co
mpany”), incorporated in

August

2010
,

purchased all of the assets of
Financial
Management Group
a

Nevis Corporation
, as
its successor
-
in
-
interest
. Originally established in 2006
, FMG’s

develops and services Value Added

Prepaid Debit/Automatic Teller Machine (ATM) Cards.



New York politician

Rep. Pete King introduce
d on June 6 2013
the Internet Gambling Regulation, Enforcement,
and Consumer Protection Act of 2013 in the House of Representatives, a bill designed “to create a uniform
regulatory framework to control the activity and protect consumers.”

The new legislati
on would ensure Internet gambling is not governed by “inconsistent state laws adopted since the
Department of Justice’s opinion in December 2011 that the activity is not prohibited under federal law unless it
involves sports,” King added in a press release
. “It is not uniformly regulated, the operators are not licensed, and
consumers lack protection from fraud and abuse. With states approaching this issue piecemeal, it can lead to
conflicting or inconsistent laws from state
-
to
-
state, varying levels of consu
mer protection, and a perverse incentive
for a race
-
to
-
the
-
bottom on standards to attract gaming operators and revenues.”

Here is a copy of the bill, per quadjacks.com



Additionally, the Federal Government, Department of Justice, on December 28 2011, passed a law making
internet casino gaming legal. We are awaiting the “Rules and Regulations” to be issued by the Federal
Government.


FORESIGHT

has for the past several years been one of the largest providers of payment systems to the industry in
the United Kingdom and has all the technology and equipment to expand to the United States.
We do not take credit
cards but use the propriety software “
vCard” which acts as a debit card or clients.

We have contracts with the
largest Gaming and
S
ports books in the United Kingdom, and once they expand to the United States we will also be
the provider and transmit

monies legally for
them.


The
bill
s

would u
nveil the Internet Gaming Regulation Consumer Protection and Enforcement Act, which
establishes a comprehensive licensing and regulatory framework for the industry in the United Sta
tes.

Frank’s
licensing measure focuses squarely on protecting consumers w
hen they gamble online.


Poker Players Alliance (PPA) Chairman and former three term Senator from New York Alfonse D’Amato
contented in a press release, “once poker is a legal, thriving industry and poker players deserve the consumer
protection and the f
reedom to play that are provided in this legislation.


“Why lose all those billions of revenue,”

s
aid Donald Trump. “Online gaming is going to happen, so we might as
well have it work to the public’s advantage.


Americans spend an estimated $15 billion on unlawful online gambling. If it is regulated, that amount could more
than triple to $50 billion Supporters say.


The bill S 3018 would impose a tax on Internet gambling and should bring a substantial amount of

tax revenue to the
United States Government.


In the United States of America, we will have a web site called “Want2 Bet.US” This site is available for review
but requires a password to enter. Once the law becomes effective the web site is complet
ely

ready to commence
business in the United States of America.



Foresight
,

with just one click of your mouse you can enter all of the Sports Books and o
r Gaming sites. This
facilitates with

ease the entry to all of the contracted sites


With just one regi
stration you have access to all of the sites. This avoids duplicity in registration.


With just one account with
Foresight

you have the ability to quickly move from site to site without the costly
creation of a new account for each site.



Products and
Services


FORESIGHT

debit card products, services, and technologies were developed in response to a high demand

within
the e
commerce industry for non
-
traditional payment products and services. This demand was

initially met through
the development of debit
card products and a proprietary online card sales and

management system.


These products, services, and technologies have evolved into the current “state
-
of
-
the
-
art” Internet
-
based

systems
that are the core of
FORESIGHT
. These online payment tools and
systems have been proven to

improve services to
clients and distributors through the enablement of secure “non
-
credit” payment options

over the Internet through
traditional banking media and traditional e
-
business operators.


FORESIGHT

is a Master Service
Provider (MSP) for MasterCard® and Maestro®, and has executed contracts with
MasterCard, Discover and Visa International for various Debit MasterCard® Card, Discover and Visa® Card
program.



Technology and Intellectual Property


The technology, systems an
d networks that are instrumental in the operations of the company are described

in detail
and many general concepts and systems are discussed.
Although much of the
FORESIGHT

system is based on
custom developed
proprietary software

developed by
FORESIGHT
, t
here is the use of some third party software
and systems.


One of the unique elements of
FORESIGHT

is its ability to develop and create new technologies in support of the
various card programs, debit and stored
-
value products and other products and services offered by the company.
Some of this ongoing investment in development has actually returned man
ifold to the

corporation in terms of new
products and services that can be offered to cardholders and distributors.



Technology and Infrastructure


This section describes both the current and future plans of
FORESIGHT

to build and extend systems to provid
e

for
the most robust, scalable and unique systems in the industry.


Systems Architecture


Our system is comprised of four (4) distinct networks. These systems work together to provide all the

needed
services and functions for the entire system.



MIA


MIA is the designation of the network installed in the IBM
business

Collocation

Facility in Manchester, England
.
This is a highly secured data center that provides for full hurricane protection, data/access security, and continuous
power.


DEV


The develop
er network is located within the same physical facility as the
London

office. This is for internal research
and development projects and internal development use only.


It is a virtual mirror of the production environment to allow a full

range of t
est case
s to be run against new
applications, functions, and

features.




Extranet


This is the designation of the network that is specially controlled and secured to allow third party access to

information and data. Distributors, financial services companies, ban
ks, and external consultants are just

some of the
users and intended users of this network

system.


Web
-
Based Applications


The core of our transactions, operations, and management is housed within our proprietary applications and

is run
over the Internet

(Distributor Back
-
End) and via an extended “intranet” (InstaNet). An intranet is an

application that
utilizes Internet technologies in a secured internal network).

Testing is progressing on our ExtraNet Services & Application Suite


this will allow secur
ed partner

networks (i.e.
banks, transaction processing companies, etc.) to utilize specific applications over our

Extranet environment. This
specialized network, related web
-
services, application suite is currently being

tested internally and will provide

for
the highest security in allowing our systems to connect to external

companies, networks, and services.



Ownership


FORESIGHT

owns all source code, rights, trademarks, and copyrights in regards to the programs/software and

systems required to run the various front
-
end and back
-
end systems that constitute the
FORESIGHT

Internet

based,
proprietary applications and systems (SYSTEMS).


These SYSTEMS and ownership are separate and exclusive of the operating system, third
-
party

ap
plications, and
server system software that run on the various servers and enable them to run the

SYSTEMS and related services,
applications, and functions.



Modular


The core design of the SYSTEM is the ability to create various configurations, designs,
and interfaces

(specifically
branding and ‘look and feel’) in a rapid manner of development. The modular nature of the

SYSTEMS insure that
new products, services, and features can be created quickly by only requiring limited

modifications and new
configura
tions.


Scalable


The system has the ability to expand for additional transactional processing requirements. In most cases,

this only
requires the addition of servers and licenses (network operating systems, database server systems,

or application
server s
ystems). The inherent design of the system insures that large transaction volume can

be accommodated for easily.


This nature also provides for REDUNDANCY


the ability of the various systems to survive the loss of use

of a
system component or even an
entire server.


An excellent example of this concept is the load balanced and clustered database servers. Each server has

multiple
redundant components to guard against component failure


2 network interface cards, 2 hard

drive controllers
cards. Addition
ally, the data storage system is duplicated across 4 hard drives insuring

that if two (2) drives failed in
one (1) of the servers


the system operation would not be affected adversely.


Furthermore, this entire server is duplicated with a mirrored machine
. Therefore, if a catastrophic systems

failure
occurred on multiple components in one server, the mirrored machine would take over and

seamlessly provide
service to the SYSTEMS.


Extensible


The SYSTEMS are designed to provide for the addition of new featu
res, products, and services without

major
retrofit or regression. Additional features and services can be integrated into the modular

architecture and provide
new products and services to
FORESIGHT

clients without building duplicate systems

or maintaining
multiple
software codebases for multiple products/services.


Methodology


The various services, applications, and components that make up the SYSTEMS are developed utilizing

different
languages and systems, however, they all share some common programming t
raits. The

predominant one is the
methodology used to determine the flow of data and information at the most basic

programming level.



Custom/Hybrid


Customized and hybrid methodologies have been created to deal with the unique requirements of the

SYSTEMS



these are both patentable and copyrightable within the scope of software innovations and

new/unique processes.


Model
-
View
-
Control


The SYSTEMS are created to separate the “look and feel” (view) of the applications from the data and

information
(model)
and from the logic and process flow (control). This advanced programming method is

normally only applied
to more traditional client/server technologies and advanced enterprise applications.

The SYSTEMS utilize this
programming system to insure that the sca
lability and modular nature of the

software is maintained throughout the

system.



Components

Online Card Management


Access Control & Login Systems

Systems are secured via multiple layers and types of authentication and access control. The most basic of

these is the
Username/Password system.

Additional access control is provided at a “granular” level. Our system allows for control over access at the page
level, function level, of data record level. The control can be applied to a group of users, a type of

user (role) or at
the user level.


System Security

System security is provided via standard Internet secured sockets layer encryption (SSL), industry standard, high
encryption virtual private net working (VPN), and point
-
to
-
point tunneling protocol (PPTP)
.

Additionally, the networks provide for intrusion detection applications, system log monitoring, antivirus, and anti
-
spyware services.


Transaction Tracking

The transaction tracking system is one of the most robust and fully featured available and is cust
om designed and
built to the specifications of the unique
FORESIGHT

process.


Account Management

The online account management system allows the cardholder (for any
FORESIGHT

product) to complete a

single
login and manage certain defined account functions.

The options available to the cardholder are
dependent

upon the card program and the defined financial

product.

Account details can be made available for edit and/or review. These functions can provide for the

cardholder to self
-
manage their account.


Tran
saction and balance information is available to the cardholder as well.


Intranet 'Internal' Applications (Insta
Net v1)


InstaNet is our new intranet application suite and has been custom designed and developed to encompass

the
FORESIGHT

IBARS, reporting
applications, monitoring systems, and GoldMine Server.

The InstaNet system includes many of the following applications in a single secured interface. This system

allows
for complete management and operational control over most of the internal systems and o
perational

processes.



Dashboard Application


The Dashboard application is the core control panel for the InstaNet system and provides a number of

monitoring
and business intelligence functions. Server and network connectivity is monitored through a

variety of systems and
reported in this single interface. Additionally, many of the metrics and reporting

indicators of the general operations
are reported here as well.



Provides instant information


Allows for instant check on all critical systems


P
rovide critical communication and business intelligence tools


Reporting System (InstaReports v2)

This is our next generation reporting system application. It provides a control mechanism for regular users

to
develop complex reports without intervention fr
om technical staff. This system allows for the

production of detailed
reports and information gathering at the “line
-
of
-
business” level.



Highly evolved interface


Advanced Search Systems


Date Filter Systems


Pre
-
Defined Reporting Templates


Dynamic

report definitions


Dynamic Reporting Types


Save favorite reports


Share favorite reports


Printable, Email
-
able, Sharable reports


Export to EXCEL SPREADSHEET or other data format


Time and Attendance Systems as well as operational management tools

are provided for with a variety of

project
tracking and planning tools


Back
-
End Systems (
F
IBARS)


The
FORESIGHT

Accounting/Reporting System includes a number of levels of access and types of control.

The basic levels of access (distributor,
administrator, technical, and reporting) are described in the

following
sections.



Distributor IBARS


The distributor facing components of IBARS are secured and restricted to our contracted distributors and

their
physical computing locations. Additional c
ontrols allow for the Distributor to provide various

customer service and
marketing services to their agents and cardholders. These functions include:




Login System


Authentication


Security


Commissions


Rates


Delegate Users


Trouble Ticketing
Systems
-

Creation


Cardholder Management


Transactions


Administrator
F
IBARS


The

administrator access to the IBARS is restricted to the physical
FORESIGHT

operations and provides the
internal operations following functionality in addition to everything a distributor can do:



Distributor Management


Card Type/Program Management


Trouble Ticketing Systems
-

Resolutions


Delegate Users / Security


The tec
hnical management and support functions of IBARS includes everything and administrator can do


AND the following functions:


Administrator Management


Shareholder Management


Create system sections/content


Delegate Users / Security / Access


InstaRepo
rts v1 IBARS


The original reporting system and engine is fully integrated into IBARS. The next

generation application (version 2)
is only currently available for some internal IBARS

functions. The reporting system access includes the following
functions
:



Custom Internal Reporting Systems


Flexible and Dynamic Report Generation


Fixed Report Types


Reports require data definitions


Sales and Operations Management System


F
IBARS Development Lifecycle


The development lifecycle includes the major version changes (i.e. 1.0, 2.0, 3.0) as well as minor version

updates
(i.e. 2.4, 2.5, 2.6). Incremental changes (such as 2.51) are considered minor enhancements,

performance
improvements, or patches and are not
discussed in regards to the development lifecycle.


The
F
IBARS version numbering system is independent of the sub
-
systems that in may include (such as

InstaReports
or InstaNet).



F
IBARS Version 1


The original cardholder management system provided the cor
e database design and historical data. This

system was
a database driven, client/server application

Additional supporting content and processes are provided by Excel spreadsheet solutions, the original
web based

reporting system (InstaReports v1) and inter
nal intranet database functions (the direct predecessor to

the InstaNet
system).

Basic sales tracking system

Contact management

Tracking of the basic elements of the "Sales Process"



F
IBARS Version 2.0


This is a second generation transaction tracking and

reporting systems. Currently, this system has been

modified to
bridge with our new Transaction Gateway Server technology. The connection of the older

version 2.0 system with
the Transaction Gateway Server has been incremented with a minor version of 2.5.

This system included the initial version of the InstaNet application suite, some integration within the

GoldMine
Enterprise Server applications, and various new control functions and systems.


F
IBARS Version 2.5 current production


This version is a
combination of all previous legacy systems, IBARS version 2.0 and the Transaction

Gateway
Server. This system includes an enhanced version of the InstaNet application suite, better

integration with the
GoldMine Enterprise Server systems, and connections in
to the new reporting systems

and infrastructure monitoring
software.

This system version is a “bridge” between our current production system (version 2.0) and our “next

generation”

3.0 version. This system “overlays” and extends our existing systems and ap
plications with

advanced control
systems, a customer relationship management system, complex reporting systems and a

complete transaction
processing system. This version contains the first release of our third party

connection systems and API. This
Applica
tion Program Interface (API) allows approved and authorized

third parties to connect to our systems and
process transactions. Version 2.5 extends our systems modular

and flexible nature with fully abstracted logic, data,
and presentation systems. This syst
em sets the path

and acts to bridge our current production system to our planned
version 3.0.


F
IBARS Version 3.0 next version


under development


This is the fully realized next generation technology. Being fully integrated to the Transaction Gateway

Ser
ver. This
system includes the initial version of the InstaNet application suite, GoldMine Enterprise

Server
.

This system is our completely new architecture that incorporates native support for all of the technology

implemented in the “bridge version” (vers
ion 2.5) and all of our “next
-
generation” technology. Version 3.0

includes
support for a variety of mobile devices and various “non
-
standard” computing platforms and

offers a complete API
for third party connections

at the merchant, bank, and processor le
vels.

Additionally, we are integrating multiple transaction processing databases and systems and advanced card

fulfillment technology. This system will be backwards compatible with our historical transaction and

cardholder data systems and will include a f
ully integrated Customer Relationship Management system, a

complete
custom report generation system, automated batch processing, and a complete advanced online

card and account
management system for cardholders, distributors, and internal operations. Inclu
ded in this

system is the support for
issuing BINs, Sub
-
BINS, Merchant Accounts, and a variety of other transaction

processing functions.



GoldMine


This is the premier Sales and Customer Relationship Management tool for mid
-
sized sales and support

departments.
The system can support hundreds of sales and support users and can be extended to support

millions of
client’s

records.


Features


Robust Tracking


Microsoft SQL compatible


Enterprise level application


Scalable and Flexible


Remote Acce
ss features


Sales Pipeline and Planning Functions


Telemarketing systems and tools


Customer Support systems and tools


Customer Relationship Management (CRM)


Contact Management


Contact Logs


Customizable Data systems


Connection into 3rd party
applications and internal applications


Salesperson Interface into accounting and inventory systems


Business Management


Accounting Software QuickBooks


Inventory/ Enterprise Resource Management


ERP Software


ERPLite


Client/Server Applications


We currently utilize a number of traditional client/server applications; ERPLite is utilized for inventory

control,
serial number management, and as a sales/invoicing component for distributor transactions.

GoldMine is
commercially available Sales and Cust
omer Relationship Management (CRM) tool tha
t
enables our operations to
monitor and cultivate the sales into distributors. This system works in

conjunction with the “Back
-
End” systems
(described in WEB
-
BASED APPLICATIONS) to provide all the

business intelli
gence, operational control, and lead
generation/management for sales and marketing efforts.

Additionally, the system provides for extension and customization into telemarketing and project

management. The
system also can be utilized by technical and custom
er support, automating/scripting the

question/response sequence
for the phone agent.


Operating System Platform


Currently our systems are based on Windows; the majority of our
servers are running Windows 2008

Server with
Windows 2008

Professional and Wind
ows XP Professional making up the majority of

work

stations.


New server implementations are taking advantage of the Windows 2003 Server operating systems and a

new active
directory domain is currently being tested to implement the latest performance and s
ecurity

enhancements from
Microsoft.



Database Platform


Microsoft SQL 2013

server is the database platform all of our web
-
based and client
-
server applications use.


Application Server Platform


Macromedia COLDFUSION server running on Windows Server is
the leading application server platform.

Additionally, some new technologies are being developed in the PYTHON language (this is the

predominant
language used by Google and many others), which is supported under the ZOPE application

server. This is an open

source application server that can be embedded into small devices (i.e. terminals) or

low
-
profile servers for large
-
scale transaction processing applications.



Security


System security is a complex issue that can be broken down into two major areas;
network security and

data
security.


All of our primary software
systems

incorporate advanced encryption for all two
-
way data storage and

advanced
hashes for “one
-
way” storage. TWO WAY storage means that this data needs retrieval and

editing at some point
(usernames, personal data, etc.). This type of information is stored using a system of

complex algorithms to
scramble the information using a key. The resulting data can only be read by

someone (or some program) that has
the complex mathematics and that ke
y. Our base encryption is

performed using industry standard Triple DES (Data
Encryption Standard). This system encrypts the
data three

(3) times for the utmost in security.


Additionally, we utilize other proprietary and secured functions for insuring that

corporate data is

fully
protected. Based on current computing technology, it would take over 100 years of high speed

computing to
decode the complex encryption that we use for our most sensitive data.


Our data security subsystem also uses a form of “one
-
way” security for data that does not need to be edited



just compared (such as with a password). For this type of data, there is no need to decode the information



only to insure that the information submitted is the same as the information stored. For t
his we utilize a

system of a
key and a complex mathematical algorithm that creates a “hash value”. This “hash value” is

used (with the complex
math and key) to compare against later input to determine if a match exists.


Because this is a “one
-
way” technol
ogy, there is no way to ever learn the true value set.


The combination of our proprietary data security and encryption systems with industry standard encryption

and hash
systems insures compliance and meets or exceeds the data requirements of MasterCard
and Visa.


Network


The system is currently in a two (2) tier security model utilizing FireBox firewall appliances and firewall

services
provided through our upstream network provider (US
-
LEC).

We are currently deploying a three (3) tier model that will
provide for the highest levels of security for our

MIA and
FTL based operations without sacrificing the connectivity and efficiency of the 2 tier model.


VPN


Virtual Private Network components are loaded into the firewalls at the MIA and FTL network. This

provides for a
highly secured network connection that cannot be “overheard” on the Internet.



Firewall


The primary firewall is currently provided through
a router
/firewall service inherent to the US
-
LEC Internet

connections. This is managed and monitore
d by USLEC.


Our secondary firewall is provided through the FireBoxfirewall appliances located at both networks and is

managed
and monitored by
FORESIGHT
.


The tertiary firewall system will be dual NetScreen firewall appliance servers located at both MIA a
nd FTL

networks. These appliances will be protecting the web
-
application and transaction server level.


Current 2 Tier Model New 3 Tier Model


Router/Firewall

US LEC

FireBox Firewall

FORESIGHT

The PUBLIC

INTERNET

NetScreen Firewall

FORESIGHT

Web Servers
Database

Servers

Transaction

Servers

Web Servers Transaction

Servers

Transaction

Servers

Database

Servers




Data


Our comprehensive security plan is also concerned with Data Security


that is insuring access to data in

the event
of user error (either
intentional or accidental), systems failure, acts of God, malicious attack

(automated, virus, or
hacker based), or other catastrophic system events.


We store all critical data on servers that contain redundant drive systems. All servers are virus protecte
d

and we
operate AntiVirus servers to insure this protection is extended to the workstation level.

Disaster Protection and Recovery is effected through our extensive use of the MIA network for critical

operations
and the high
-
volume tape backup server syst
ems in place at both FTL and MIA locations.


Research and Development


Strategy


Current research and development projects are, in a large part, based upon input from all levels of the

corporation.
Projects are categorized into basic classifications;
produ
ct
or
service
and then into project

types;
enhancement
or
new
. The project must pass the first approval level, which is typically a one page

executive summary. This summary
describes the project deliverable(s), the work required for the

deliverables, and i
ncludes a basic “cost/benefit”
analysis and a “return on investment” analysis. This

summary is typically approved by both technical and
operational departments.


When a project is identified as a desirable extension of an existing product or service (
enhan
cement
), the

originator
of the concept is identified as the “
advocate
”. This advocate will be involved in many aspects of

the high level
design


thus insuring that the development specifications match the original innovative

vision. The advocate is a
primary author of the preliminary project executive summary for this type of R &

D project
.


Products and services that are new or complimentary in scope (
new
) are reviewed by senior technical

department
management and operations management to determine bo
th the technical and marketing

viability of the project.
Once this viability has been established, a preliminary project specification is

written.


If a project is approved, the first stage is a proof
-
of
-
concept demonstration to sales and marketing. The

initial project
is assigned either a 3 month (fast
-
track) or 6 month (standard) development schedule based

on scope and design.


Currently, innovations that are desired by management require Technical innovations include improved and

highly
evolved interfa
ce designs. Marketing and sales innovations include new card programs, processor

services, universal
loader, and the virtual card systems.




Status and Timing


Current R & D projects are under development as enhancements within the interface of the “back
-
end”

systems and
universal loader enhancements.

Projects that are considered new include terminal access systems, online ‘virtual’ terminals, and
integrated
gateway
/processor systems.
We are currently working on a new modular and scalable back
-
end system (version 3)
that breaks the distributor and sub
-
agent sub
-
systems into separate components, creates a highly evolved internal
back
-
end application with integrated reporting for internal

FORESIGHT

staff, and improves

security and connectivity.


Development Equipment

Our main development network consists of a number of internally built servers and some Dell equipment.

This
network duplicates the design and capability of our production envi
ronment at a smaller scale.



Production Equipment


All of our facilities incorporate some production server
systems;

however, the majority of this equipment is

located
in our
London

co
-
location facility. The current production system is a combination of i
nternally

built equipment,
Dell PowerEdge Servers and Dell PowerVault backup equipment.





Internal Operations Equipment


Dell workstations are the current corporate standard. Through our relationship with Dell, we have

established a
product lifecycle utilizing two Dell OptiPlex workstation platforms. Dell manages our

desktop lifecycle and
provides critical “platinum” support throughout our operations.

Most of our printing
equipment

is Dell Network Laser printers, with so
me Hewlett Packard (HP) and Xerox
equipment


BIG IP


These servers are the cornerstone of our dynamic load balancing system. Our system has been architected

with the
most reliable and robust technology available for load balancing, security, and high
avail
ability online

transaction
processing.

Reliability
-

Delivers the industry's most proven and advanced system to ensure that applications are always

available.

Accelerated Applications
-

Provides unmatched control to

accelerate applicatio
n performance by up

to 3times
,
ensures that

priority applications are served first, and offloads

expensive server cycles.

Reduced Server and Bandwidth Costs
-

Triples server capacity

through a rich set of infrastructure optimization
capabilities;

reduces bandwidth costs by u
p to 80% through intelligent

HTTP compression, bandwidth management and more.

Greater Network and Application Security
-

From DoS

protection to cloaking to filtering out application attacks,
BIGIP

adds critical security features that cannot be addressed

el
sewhere in the network.


Unmatched Application Intelligent and Control
-

The industry's

only solution which delivers complete application
fluency
-

enabling network
-
speed full payload inspection and

programmable event
-
based traffic management to
understand

and act upon application flows.

Total Integration for All IP Applications
--

Provides a

comprehensive solution that can integrate with all
applications, not just Web based protocols. Provides

organizations with a centralized solution for all IP
applications,
including legacy and emerging applications

like VOIP
--

all in a single unified system.

Industry Leading Performance
-

Delivers the fastest traffic management solution to secure, deliver and

optimize
application performance. Offers best
-
in
-
ma
rket SSL TPS, bulk encryption, and the highest

concurrent SSL
connections available today.




Netscreen Firewall System


High Performance Firewall

200 Mbps firewall performance

Supports up to 1000 VPN tunnels

Supports up to a maximum of 128,000 sessions

co
ncurrently

Network Address Translation (NAT)
-

Hide Inside

IP addressing

Transparent Mode
-

Invisible to network devices

Dynamic Filter
-

Protect Network Service

User Authentication
-

Authorized Access Only, Web, Radius & Secure ID

VPN

The NetScreen
-
100 supports wireline performance for critical VPN functions and sets the

standard for VPN
solutions.

IPSec Compatible
-

Inter
-
operability With Other Vendor Devices

IKE Key Management
-

Secure Key Exchange

DES and Triple DES
-

Highest Level o
f Encryption

Strong Authentication
-

MD5, SHA
-
1




Traffic Shaping


Traffic shaping enables a Network administrator to monitor, analyze and allocate bandwidth to support

network
traffic.


Traffic Bandwidth & Prioritization Management
-

Manage Traffic Your
Way

Load Balancing
-

Manage Server Farms

Virtual IP
-

MAP and Protect Internal Servers


Real Time Monitoring


The NetScreen
-
100 provides real
-
time monitoring and logging of network traffic.

Real Time Logging and Alarming
-

Monitor Network Status

SYS Log
-

Inte
grated with existing monitoring systems

E
-
mail Alerts
-

Alerts administrator to system events



Easy Deployment


The NetScreen
-
100 is a compact rack mountable solution which can be installed and configured easily for

rapid
deployment


Transparent Mode
-

Requires No Changes in Routers or Hosts


100 Mbps performance
-

Removes Traditional Firewall Bottlenecks



Easy Management


The NetScreen
-
100 can be remotely configured using leading Internet browsers, SNMP managers or

command line
interface.

Web Enabled
-

Easy Popular Browser Management Interface

SNMP
-

Manageable by Network
Administration Software

Command Line Interface
-

Allow Script and Modem Control


Sun SparcStations and Enterprise Servers


Sun Sparc Processor (32bit high
-
speed RISC processors) server
s and high
-
end workstations are designated

to be
used in a distributed computing/mesh
-
computing environment as part of a network cluster of servers

to be used in
terminal transaction processing.

Sun recently released their venerable Solaris operating
system (the flavor of UNIX most often used in high

security
and banking infrastructures) as an open source (i.e.
free
) Unix platform for the Sun Sparc

processor. This means that
FORESIGHT

can take advantage of a high
-
availability cluster of transaction

pro
cessing servers that can process
large volumes of transactions very inexpensively. Additional capacity

is easily added to the network and the system
can run custom versions of or proprietary transaction

software with only moderate revision and testing.


HP

D
v
9000 Servers

Among the solutions introduced is a new version of IBM's BladeCenter Foundation for Cloud
(BCFC), an integrated virtualization platform with built
-
in system management and preconfigured with servers,
storage, and networking. BladeCenter Fou
ndation for Cloud is now powered by the new generation of IBM
BladeCenter HS23 systems that offer 62% more compute power, and comes integrated with the new 10GbE Virtual
Fabric technology that enables clients to run 20% more virtual machines, creating an o
ptimal environment for
building and deploying advanced cloud applications.


The increased bandwidth and up to four times more memory allows the HS23 to support faster data transfers that are
essential to virtualized cloud and analytic workloads.


In additi
on, IBM FastSetup for BladeCenter, a cost and time
-
saving console application can help clients reduce from days to hours the time it takes to complete large
deployments



TECHNOLOGY WHITEPAPERS


Whitepapers are documents published by the Company for the
benefit of potential clients. These

documents are
instructive in nature and are designed to inform about the technology being offered in

addition to the product or
service that is provided by the Company.


FORESIGHT

Cellular Phone Technology

Financial
services and online account access


Current online account access and management technology has been very limited in use. This has been

mostly due
to consumer security concerns and the widespread availability of Internet connected desktop

computers.


Typic
ally, account access is provided through a web browser or some third party programs (like Intuit

Quicken or
Microsoft Money). This account access technology is mostly used by “early adopters” and

computer savvy
consumers. Unfortunately, people are not alwa
ys at their home computer when they

require information about their
accounts. The only current option that is widely available for this

information is interactive phone based services
many banks offer. Traditional phone based services are not

intuitive. Th
ey are filled with complex lists of options
and endless menu depth that confuse, frustrate, or

intimidate most consumers. The result is an inability to
immediately access account and transaction data“on demand”.


The Pre
-
Paid Trend


The consumers in the Un
ited States are moving towards “pre
-
paid” services and debit
-
based payment

solutions.
There are two reasons for this trend. Primarily, there is increasing number of people that are

denied “traditional
banking” services


they are referred to as Unbankable.

Unbankables typically have

poor credit ratings or poor
work/income documentation. In either case, traditional financial services are

limited or altogether unavailable.


The second reason for this trend is the increasing concern over security

and identity
theft. Alternative payment
solutions, such as debit and stored
-
value, offer the security
-
minded

consumer the ability to insulate personal
information from being made available. These solutions also limit

the repeated use of critical banking or payment
info
rmation. In the Pre
-
Paid world it is critically important

that the consumer be immediately aware of the amount of
“stored
-
value” available for purchase

transactions. Furthermore, instant notifications of certain types of transactions
are very important to
many

consumers. Based on the Unbankable demographic and our mobile society, the
assumption of desktop

computer access can no longer be taken for granted, as with the typical online banking client.


Mobile Technology Comes of Age.


Mobile computing power
and wireless Internet access have now become the norm for many cellular phones

and
carriers. Handheld computers, such as Palm and Windows based Personal Digital Assistants (PDAs),

are now built
with cellular phone and/or wireless Internet connectivity buil
t into the device. This is the
new financial

account
access platform


for both consumers and merchants.



Secure, Fast, and Easy


For online account access to financial services and information ALL THREE of these features are required.

Previously, the
majority of mobile access technologies could not handle “secure” or “fast” at all and “
easy to
-

use”
was inconsistent at best. Current balance notification systems are simply using traditional email

systems to send
messages to cellular phones. It does work

well for account balance when that data is sent

without any personally
identifying information. Email is inherently insecure and not recommended for any

sensitive data or two
-
way
communications. However, there are better ways of using the cellular phone a
s a

point of access to financial data.



FORESIGHT

Mobile

Account Access Platform™


The Mobile Account Access Platform (MAAP) is a suite of mobile applications and services designed to

meet the
growing needs of both merchants and consumers to monitor trans
action data, keep tabs on account

balances, and
manage funds all in a highly secured environment. The Platform consists of a number of

applications as well as a
developmental framework and API. The developmental framework and API are

designed for third
-
par
ty processors
and financial service providers to connect their systems to mobile users

via MAAP. The current applications using
MAAP are broken down into three application groups or

systems
.



Mobile Account Access System
-

MAAS™


With this system, the
consumer can access account information, load value from defined accounts and

review
purchase and transaction history.


The key to this system is the availability of two interfaces. One interface or method of accessing this

information
remotely is though a

secured “microbrowser”. A microbrowser is a web access application

loaded into cellular
phones and PDAs. Some of the newer versions support secured connections. Our

system uses this familiar web
interface when a secured connection is available. The second

interface type

offered by this system is also highly
secured


SMS Interactive Messaging system. Using the Short

Message Service (SMS) function of nearly every
cellular phone carrier, the system sends a secured text

message to an enrolled cellular phone w
hen that user’s
pass
code

is messaged to the system from the

enrolled phone. This message presents a menu of options. The user
“replies” to the message with his

option choice. That reply message triggers additional information to be sent to the
cellular ph
one (i.e.

balance, listing of previous transactions, etc.) and may continue the interactive session. This
looks
and feels

like an ATM in the palm of your hand.


Mobile Account Reporting System


MARS™


This system is specially designed for merchants or con
sumers that are looking for particular types of

transactions (or
a single particular transaction) to be posted to an account. After enrolling into MARS, the

account holder configures

notifies
”. Each “notifier” can be configured differently


but they can
activate

emails, SMS messages, or other
account actions. For example, one such notifier could be set to send an

SMS message when a direct deposit in the
amount of $1000 in posted. Alternatively, it could also send a

Bill Pay

request to make a mortgage paym
ent*. (*)
Bill Pay

requires an additional account subscription and

is a premium, optional feature. Notifiers for popular
functions like Daily Balance are “pre
-
configured” in

the system. Additional notifiers can be easily setup by the user.


Mobile Account
Verification Into Cellular


MAVerIC™


This is, by far, our most revolutionary technology and includes a number of patent
-
pending applications

and
processes. By utilizing the direct connection to the SMS network, our system can provide payment

authenticati
on,
access control, or numerous other transaction services.



Payment Authentication Services


Merchants are faced with increasingly sophisticated hack and fraud attempts
every day
. Banks and

processors
absorb much of the initial costs of anti
-
fraud
technology and pass that on to the merchant in the

form of higher rates
for higher risk transactions. By providing the tools to physically validate a user to a

payment system, MAVerIC can
lower the incident of fraud, improve the fight against “buyers remor
se” or

“refusal to pay” claims and decrease the
chargeback percentages on higher risk phone
-
based and Internet

transactions. MAVerIC can speed up the
transaction approval process and streamline the flow of payment.

Resulting in lowered cost to process each

transaction and removing many of the risks involved in “card not

present”
transactions. This can save significantly in validation, dispute, and anti
-
fraud costs. By linking a

cellular phone to a
payment method, MAVerIC allows for a level of physical valid
ation and authentication

in every transaction. The
decrease in transaction costs with the MAVerIC system easily offsets the

mini
mal expense of implementing the
technology into existing processor and banking systems. Both the

Merchant and Consumer subscribe

to the
MAVerIC service with all costs for the service integrated into the

transaction processing fees. The consumer is
asked to enroll “at no charge” to improve security on

transactions and reduce fraud. Additionally, many merchants
also offer discount co
upon or promotional

items as additional incentive. MAVerIC also promotes repeat clients. The
consumer enrolls their cellular

phone and payment information into MAVerIC. Upon enrollment, the consumer’s
cellular phone becomes

pay of the payment vehicle. When

a purchase is made, the phone is sent a validation
message

including

optional marketing or promotional text. The user is prompted to reply to the message with their
pass code

to confirm and complete the transaction.


Corporate Access Control


Employees
at ZYX Corp. want easy password access to various systems however; management is

concerned over
network security, corporate privacy policy and “stale” or “weak” passwords. “Weak”

passwords are those that are
easy to guess


like a birthday, a pet’s name, e
tc. “Stale” passwords are those

that someone uses over and over for
everything and they are never changed. Instead of expensive key

generators, biometric scanners or security tokens,
the user only needs his or her cellular phone. MAVerIC

sends the user (ei
ther automatically upon login request OR
when prompted) the current MAVerIC Code via

SMS. The user adds the MAVerIC Code to the end of their
corporate password. The MAVerIC Code can

be automatically changed as frequently as every minute, if required.
The c
orporate server connects to

MAVerIC to validate the Code portion of the password against its current active
key for the company. The

native security system is used to validate the username and password. By utilizing
MAVerIC™, the

operation

guarantees passw
ord strength and frequent changes. The user is given an easy way to
maintain

strong and secure passwords without extra and expensive devices.


Subscription Services


Similar to the Access Control application of the MAVerIC System, online subscription servi
ce providers

can offer
authentication and access control with a “physical” validation component. Dedicated physical

validation
components like security tokens or password key generators are far too expensive for the typical

subscription site
operator. MAVe
rIC offers this technology inexpensively to any website. The only

requirement is that the user has a
cellular phone with SMS messaging. No complex and costly dedicated

devices just “easy
-
to
-
use” SMS messages.



FORESIGHT

vCard OPC™

An Electronic Only Payme
nt Solution

Designed For Your Online Business Needs


FORESIGHT

incorporates the
FORESIGHT

Online Payment Solution into a private label “stored
-
value” solution

for Internet E
-
commerce clients.


vCard

OPC offers all the benefits of a stored
-
value or debit account without the typical costs or liabilities

involved
with merchant acceptance and card acquisitions. vCard OPC can easily integrate into both new

and existing online
storefronts by a variety of m
ethods.


vCard OPC System adapts easily to a wide variety of existing ecommerce and online storefront applications

providing an additional payment option for your clients. This system is more secure and faster for your

end
-
user and
provides a wide variety
of setup options and security features not typically available to small

mid

size online
ecommerce operators.


The system is entirely web based and can be accessed by merchants through our well
-
documented API

(Application
Programming Interface). Control and

reporting is accomplished through our Online

Management Systems. This
system incorporated the same features and security as our commercial card

management system, which is in use by
commercial banks, debit card providers, and financial networks.


vCard

OPC is designed to be a “private
-
label” solution. This means that your clients will see this as an

extension of
the products and services you provide. Once the program is defined and setup, vCard OPC

Merchants will be able to
start accepting their own onl
ine “stored
-
value” card as a payment option.

Additionally, the merchant can also apply
to be a
FORESIGHT

Network member. The
FORESIGHT

Network allows any participating
FORESIGHT

payment
product to be used at the Member Merchant’s store for purchases!


Load
ing value to the end
-
user vCard OPC can be accomplished a number of ways.
Currently, any participating
FORESIGHT

payment product (any card showing the
FORESIGHT

logo on the back) can load value T o the end
-
user’s vCard OPC.
We also offer our network of con
venient Loading Stations*. Additionally,

we are always adding
new options, such as accepting e
-
checks.


By utilizing just the SAIL Merchant Enrollment API, value
-
added business service providers can furnish customers
with immediate access to merchant accou
nts for card processing. Their users can then obtain the free SAIL Mobile
App and accompanying hardware piece to accept card payments and manage their account through the dedicated
website. With the SAIL Data Sync API, developers can integrate user profile
s, t
ransaction history, and
product
catalogues with their existing inventory management functions.




Features


Compatibility:
Any e
-
commerce system that can post transactional data to the
FORESIGHT

Transaction

Gateway
via the HTTPS protocol is supported.
Optionally,
FORESIGHT

can program connection specific calls for advanced
or complex configurations (additional implementation charges may apply).


Robust System:
FORESIGHT

has a secured, highly available network of transaction servers that are load

balance
d
and optimized. The merchant can focus on marketing products and services and not on servers

and infrastructure.


Flexible and Extensible:
The API is modular and flexible offering all the functions needed for today’s

merchants.
As the system is entirely w
eb
-
based,
FORESIGHT

is always adding and enhancing feature sets and functions


offering the best long
-
term solution for alternative payment processing.


FORESIGHT

Network:
The network of approved merchants that offer alternative payment solutions. This

network
provides affiliated marketing power, brand recognition, and increased consumer acceptance of

alternative payment
options and the merchant’s online presence.


Secure:
Particular attention has been paid to provide a highly secure transaction whether
“private
-
label” or

FORESIGHT

Network.


Alternative Payment Options:
Alternative methods for online payments are becoming more valuable and

important as more people do not have access to or, due to security concerns, do not want to use traditional

payment m
ethods.


Intellectual Property:
Protected by several patent
-
pending applications.



Benefits


Easy Integration:
Adapts to any e
-
commerce system via our API for quick and functional integration.

Revenue Increase:
Offers a “branded solution” that customers
will use again and again. Fast checkout

means more
“impulse purchases”.

Speed, Convenience and Security:
Rapid checkout time and the security and convenience of a stored

value

product
lowers the traditional online purchase objections.

Low Implementation Co
st:
Upgrading your existing system or adding the vCard OPC to your new system

costs
only a fraction of the time and cost of other payment solutions.

Alternative Payment Method:
Over 33 Million Americans are looking for alternative methods for online

payments
because they do not have access to a bank account or a credit card.




Domain Names


The company currently holds registrations for Internet domain names. These have an

inherent value in building
brand awareness and improving search engine rankings
.





Use
of

Proceeds


The net proceeds of this offering will be used to enhance marketing efforts, retain and acquire skilled

personnel, and
expand business market opportunities for the company. [
See

USE OF PROCEEDS]



Terms of the Offering


Issuer





FORESIGHT

CORPORATION


Securities Offered



Common Shares of
FORESIGHT

CORPORATION



RISK FACTORS


Any investment in our common stock involves a high degree of risk. You should carefully consider the

following
information about these risks, together with
the other informati
on contained in this prospectus
before you decide
whether to purchase our common stock. Additional risks and uncertainties that are not

currently known to us or that
we currently do not deem material may also become important factors tha
t

may harm our business. If any of the
following risks occur, our business, financial condition and results of

operations could be materially adversely
affected. In that case, the trading price of our common stock could

decline, and you may lose all or par
t of your
investment.



RISKS RELATING TO OUR COMPANY


Our limited operating history makes evaluation of our business difficult.


Because w
e w
ere incorporated in August
, 2008
, we have limited historical financial data

(
5 YEARS Audited
Financial Statements
)

on which to base

planned operating expenses or forecast accurately our future operating
results. Furthermore, our limited

operating history will make it difficult for investors and securities analysts to
evaluate our business and

prospects.

We have inc
orporated all of the financial material for FMG.
You must
consider our p
rospects in light of the risks,
expenses and difficulties we face as an

early stage company with a
limited operating history.


We have no committed sources of additional capital. For
the foreseeable future, we intend to fund our

operations
and capital expenditures from cash flow from operations, our cash on hand and the net proceeds

of the offering. If
our capital resources were insufficient, we would have to raise additional funds. We

may

need additional funds to
continue our operations, pursue business opportunities (such as expansion,

acquisitions of complementary
businesses or the development of new products or services), to react to

unforeseen difficulties or to respond to
competit
ive pressures. We can give no assurances that any

financing arrangements will be available in amounts or
on terms acceptable to us, if at all. Furthermore, the

sale of additional equity or convertible debt securities may
result in additional dilution to ex
isting

stockholders. If adequate additional funds are not available, we may be
required to delay, reduce the scope

of or eliminate material parts of the implementation of our business strategy,
including the possibility of

additional acquisitions or intern
ally developed businesses. These efforts may

prove to be
more expensive than we currently
anticipate

which could further increase our net losses. We

cannot predict when, or
if, we will become profitable in the future. Even if we achieve profitability, we

m
ay not be able to sustain it.


We may have difficulty attracting and retaining qualified, experienced, highly skilled personnel. This

could
adversely affect our ability to implement our business plan.


New rules, including those contained in and issued
under the Sarbanes
-
Oxley Act of 2002, may make it

difficult for
us to retain or attract qualified officers and directors, which could adversely affect the

management of our business
and our ability to obtain or retain listin
g of our common stock on the OTC

Bulletin Board.

Enactment of the
Sarbanes
-
Oxley Act of 2002 has resulted in implementation of a series of new rules and

regulations and the
strengthening of existing rules and regulations by the Securities and Exchange

Commission, as well as the adoption
of new and more string
ent rules by the OTC Bulletin Board

Market.

Among the results has been the requirement of
certifications from executive officers and the requirement

that board of directors include financial experts. The
perceived increased personal r
isk associated with

these recent changes may deter qualified individuals from
accepting these roles. Consequently, we may be

unable to attract and retain qualified officers, directors, and
members of board committees required to

provide for effective manag
ement of our business.

Furthermore, certain of
these recent and proposed changes make more exacting the requirements for board

or committee membership,
particularly with respect to an individual’s independence from the corporation

and level of experience i
n finance and
accounting matters. We may have difficulty attracting and retaining

directors with the requisite qualifications. If we
are unable to attract and retain qualified officers and

directors, the management of our business and our ability
to
mainta
in the OTB
Market System

listing of our shares of common stock (assuming we are successful in obtaining
such listing) could be

adversely affected.


Our ability to effectively recruit and retain qualified officers and directors could also be adversely

affec
ted if
we experience difficulty in obtaining adequate directors’ and officers’ liability insurance.

We currently have directors’ and officers’ liability insurance, but we may be unable to maintain sufficient

insurance
as a public company to cover liability

claims made against our officers and directors. If we are

unable to adequately
insure our officers and directors, we may not be able to retain or recruit qualified

officers and directors to manage
our Company.



RISKS RELATING TO OUR INDUSTRY


Stored
Value cards (including prepaid and gift cards) are inexpensive, easy to use and convenient. Due to

the mass
appeal of these types of cards, they have permeated a major portion of the financial sector

including banks, card
companies, credit bureaus and payr
oll as well as the retail industry.


However, the complexities behind this relatively new method of payment are quickly gaining the attention

of
lawmakers around the country.


Not only is the federal government looking at the regulatory matters concerning
prepaid cards, but various

states are
getting involved in regulation as well. The laws mostly deal with physical property (they require

that any unclaimed
or abandoned assets of a business, person or other third entity be turned over to the state

after a s
pecified period of
time), but retailers find that lawmakers pay more attention to the laws in regard

to the cards.


MasterCard
International, Discover

and Visa

International and all the banks we deal with comply with all current

regulations. Our compliance

officer continuously monitors all new rules and regulations and integrates

them in our
software programs as they apply.





RISKS RELATING TO THIS OFFERING


The market price of our common stock is likely to be highly volatile, which could adversely impact

the
market price of our common stock and cause investment losses for our stockholders and could

result in
shareholder litigation with substantial cost, economic loss and diversion of our resources.


The trading price of our common stock is likely to be hi
ghly volatile and could be subject to wide

fluctuations in
price in response to various factors, many of which are beyond our control, including the

following:



Developments concerning proprietary rights, including patents, by us or a competitor


Announcements by us or our competitors of significant contracts, acquisitions, commercial


relationships, joint ventures or capital commitments


Actual or anticipated fluctuations in our operating results


Developments concerning our various strategic
collaborations


Lawsuits initiated against us or lawsuits initiated by us


Changes in the market valuations of similar companies


Changes in our industry and the overall economic environment


In addition, the stock market in general, and the
OTC

Nationa
l Market and the market for online

commerce
companies in particular, have experienced extreme price and volume fluctuations that have often

been unrelated or
disproportionate to the operating performance of the listed companies. These broad

market and indu
stry factors may
seriously harm the market price of our common stock, regardless of our

operating performance. In the past,
following periods of volatility in the market, securities class action

litigation has often been instituted against these
companies.

Litigation against us, whether or not a

judgment is entered against us, could result in substantial costs
and potentially economic loss, and a

diversion of our management’s attention and resources.


There may not be an active, liquid trading market for ou
r common stock, and the initial public

offering price
may not be indicative of prices that will prevail in the market.


Prior to this offering, there has been no public market for our common stock. An active trading market for

our
common stock may not
develop or be sustained following this offering. The initial public offering price

will be
determined by negotiations between us and representatives of the underwriters based upon a number

of factors. The
initial public offering price may not be indicative

of prices that will prevail in the trading

market.


Our Articles

of
Incorporation contain

provisions that could discourage third parties

from acquiring us or
limit the price that they would be willing to pay for our stock.


Certain provisions of our artic
les of incorporation an
d bylaws, as well as the

Business Corporation

Act, may have an
anti
-
takeover effect and may discourage, delay, defer or prevent a tender offer or

takeover attempt that a shareholder
might consider to be in its best interest, includin
g those attempts that

might result in a premium over the market
price for the shares held by the shareholders.

Senior management will have broad discretion over the use of proceeds from this offering, which

may be used
for purposes that are not successful
in increasing our operating results or market value.

The “Use of Proceeds” section reflects our current best estimate of the allocation of the net proceeds of this

offering.
The amounts actually expended by us for each purpose may vary significantly depend
ing on a

number of factors,
such as the amount of cash used or generated by our operations and management’s

assessment of our specific needs.
Our senior management team will have considerable discretion in the

application of the net proceeds, and you will
not have the opportunity, as part of your investment
decision, to

assess whether the proceeds are being used
appropriately. The net proceeds may be used for purposes

that do not increase our operating results or market value.
Until the net proceeds are
used, they may be

placed in investments that either do not produce income or lose valu
e.



USE OF PROCEEDS


We estimate that we will receive net proceeds of $________ from this offering. Net proceeds are what we

expect to
receive after paying the underwrit
er’s discount and other expenses of the offering. We estimate

that our offering
expenses

will be approximate
ly $
1
75
,000.00
, of which we have already paid approximately

$15
0,000.00
.



We intend to use the net proce
eds of this offering as follows if fully
subscribed;


Use of Funds



Approximately
$ 3,500,000.00

million to establish a sales and marketing infrastructure.


Approxim
ately $20,
00,000.00 on Advertising.


Approximately $
3
,500,000.00 million

to fund research and
devolvement

activities and


The remainder to fund working capital and other general purposes.


Total 100%




Enhance Marketing
and Advertising
Campaigns


We pla
n to
use approximately $2
0
,0
00,000.00

from the proceeds raised in this offering to strengthen our

marketing
and advertising
campaigns. Broader marketing would give us the opportunity to make a greater number of

marketing
impressions in the targeted markets and demographic regions in which we seek to gain

acceptance for our product.



Retention of Management and
Skilled Staff:


We currently compete with a wide range of companies for the available pool of skilled employees and

managers.
These companies include the likes of EDS, Computer Associates, and American Express. We, as

a company, need to
be able to offer at
tractive compensation packages to prospective employment

candidates in order to secure the most
competent individuals. Part of the proceeds of this offering will be

used to hire such skilled individuals.


The foregoing represents our current best estimate
of the allocation of the net proceeds of this offering,

based on the
expected use of funds necessary to finance our existing activities in accordance with our

senior management’s
current objectives and market conditions. The amounts actually expended by us

for

each purpose may vary
significantly depending on a number of factors, such as the amount of cash used or